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HomeMy WebLinkAboutRDA Packet 2005/05/10 ~{I?- :-~~ -~------ - - -- - - -- CITY OF CHUlA VISTA TUESDAY, MAY 10, 2005 6:00 P.M. (immediately following the City Council meeting) COUNCIL CHAMBERS PUBLIC SERVICES BUILDING MEETING OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA CALL TO ORDER ROLL CALL Agency Members Castaneda, Davis, McCann, Rindone; Chair Padilla CONSENT CALENDAR The staff recommendations regarding the following item(s) listed under the Consent Calendar will be enacted by the Agency by one motion without discussion unless an Agency member, a member of the public or City staff requests that the item be pulled for discussion. If you wish to speak on one of these items, please fill out a "Request to Speak Form" available in the lobby and submit it to the Redevelopment Agency or the City Clerk prior to the meeting. Items pulled from the Consent Calendar will be discussed after Public Hearing items. Items pulled by the public will be the first items of business. 1. RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA APPROVING A CONSULTANT AGREEMENT WITH PROGRESSIVE URBAN MANAGEMENT ASSOCIATES (PUMA) FOR IMPLEMENTATION OF THE RENEWAL OF THE DOWNTOWN PROPERTY-BASED BUSINESS IMPROVEMENT DISTRICT (PBID); AND AUTHORIZING THE CHAIRIMAYOR TO EXECUTE SAID AGREEMENT - The Downtown PBID was formed in 2001 to proactively implement a number of "clean and safe" programs within the downtown core. Since the existing PBID was inaugurated for a five-year term, the PBID is required to be renewed no later than June 2006. Recognizing the positive benefits of the PBID, the Downtown Business Association and Agency are seeking to renew the PBID. [Director of Community Development] 4/5THS VOTE REQUIRED Staff recommendation: Agency adopt the resolution. 2. WRITTEN COMMUNICATIONS - Request from Councilmember Davis for an excused absence from the May 10, 2005, Redevelopment Agency meeting, due to travel to Washington, D.C. STAFF RECOMMENDATION: Agency excuse the absence. ORAL COMMUNICATIONS This is an opportunity for the general public to address the Redevelopment Agency on any subject matter within the Agency's jurisdiction that is not an item on this agenda. (State law, however, generally prohibits the Redevelopment Agency from taking action on any issues not included on the posted agenda.) If you wish to address the Agency on such a subject, please complete the" Request to Speak Under Oral Communications Form" available in the lobby and submit it to the Secretary to the Redevelopment Agency or City Clerk prior to the meeting. Those who wish to speak, please give your name and address for record purposes and follow up action. OTHER BUSINESS 3. 4. 5. DIRECTOR'S REPORT CHAIR REPORT AGENCY COMMENTS ADJOURNMENT The Redevelopment Agency will adjourn to a Regular Meeting on May 17, 2005, at 6:00 p.m., in the Council Chambers. AMERICANS WITH DISABiliTIES ACT The City of Chula Vista, in complying with the Americans with Disabilities Act (ADA), lequest individuals who require special accommodates to access, attend. andlor participate in a City meeting, activity, or service request such accommodation at least 48 hours in advance for meetings and five days for scheduled services and activities. Please contact the Secretary to the Redevelopment Agency for specific information at (619) 691-5047 or Telecommunications Devices for the Deaf (TOO) at (619) 585-5647. California Relay Service is also available for the hearing impaired. Redevelopment Agency, May 10, 2005 Page 2 REDEVELOPMENT AGENCY AGENDA STATEMENT ITEM NO.: MEETING DATE: , 05/1 0/05 ITEM TITLE: AGENCY RESOLUTION APPROVING A CONSULTANT AGREEMENT WITH PROGRESSIVE URBAN MANAGEMENT ASSOCIATES (PUMA) FOR IMPLEMENTATION OF THE RENEWAL OF THE DOWNTOWN PROPERTY.BASED BUSINESS IMPROVEMENT DISTRICT (PBID); AND AUTHORIZING THE CHAIR/MAYOR TO EXECUTE SAID AGREEMENT SUBMITTED BY: COMMUNITY DEVELOPMENT DIRECTOR REVIEWED BY: EXECUTIVE DIRECTO 4/5THs VOTE: YES 0 NO D BACKGROUND The Downtown Property-Based Business Improvement District (PBID) was formed in 2001 to proactively implement a number of "clean and safe" programs within the downtown core. Since the existing PBID was inaugurated for a five-year term, the PBID is required to be renewed by June 2006. Recognizing the positive benefits of the PBID, the Downtown Business Association and Agency staff seeks consultant assistance to renew the PBID. After an intensive selection process, the Progressive Urban Management Associates (PUMA) was selected as the consultant to lead the PBID renewal effort. RECOMMENDATION Adopt resolution approving a consultant agreement with Progressive Urban Management Associates (PUMA) to implement the renewal of the Downtown Property-Based Business Improvement District (PBID); and authorize the Chair/Mayor to execute said agreement for this purpose. BOARDslCOMMlsslONs RECOMMENDATION The Downtown Business Association (DBA) supports the renewal of the Property-Based Business Improvement District (PBID). DISCUSSION The existing PBID has provided $300,000 annually in downtown management funding throu9h assessments af praperty owners. The increased funding has allowed the DBA to create a cleaner, safer, and more attractive business district. Through the PBID, the DBA has provided 24-hour PAGE 2, ITEM NO.: MEETING DATE: I 05/10/05 graffiti removol, enhanced maintenance services, improved retail recruitment efforts, active participation in beautification projects, and better coordination and marketing of downtown festivals and events. Since the existing PBID was inaugurated for a five-year period, renewal is required by June 2006. In order to proceed, the PBID renewol requires a vote of the affected property owners consistent with the requirements of Proposition 218. To facilitate the renewal process, the Agency issued a Request for Qualifications (RFQ) to solicit proposals from consultant firms to lead the renewal effort. A consultant selection committee made up staff and DBA representatives reviewed four RFQ submittals and interviewed the top three finalists, which included New City America, Urban Place Consulting, and the Progressive Urban Management Associates (PUMA). After an intensive selection process, the committee selected PUMA, a business district management consultant firm based in Denver, Colorado. Since the early 1990s, PUMA has provided consultant services for more than 150 clients throughout the Country and abroad, including 15 California communities. In the region, PUMA led the effort in establishing successful PBIDs in San Diego's Gaslamp Quarter, Downtown EI Cajon, and the existing PBID in Downtown Chula Vista. The work plan that PUMA proposes includes a process that informs and engages property, business, and civic stakeholders. Property owner support is essential for a successful PBID renewal. Approval of the proposed agreement with PUMA will authorize staff to continue the work associated with renewing the PBID. The proposed agreement with PUMA includes the following work program: . Assess options for boundary expansion, work programs, assessment methodology, and district term; . Conduct stakeholder surveys to determine satisfaction with existing PBID programs and interest in district renewal and/or expansion; . Refine the DBA's comprehensive property database, which will be used for mailings, assessing scenarios, and tracking PBID petition and Proposition 218 ballot campaign; . Establish stakeholder focus groups to identify PBID priorities, pros and cons of the existing PBID, and willingness of stakeholders to support the renewal and/or expansion; . Conduct one on one meetin9s with key property and business owners; . Develop stakeholder consensus, draft the PBID Management Plan, and conduct Plan review workshops; . Create an engineers report, including review of PBID documents; . Preparation of petition process, including creating a PBID newsletter, and implementing a communications strategy to market the benefits of the PBID; and . Campaign management, final ordinance preparation, Proposition 218 balloting, and participation at public hearings to establish the renewed PBID. The Environmental Review Coordinator has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines; therefore, pursuant to Section PAGE 3, ITEM NO.: ---1- MEETING DATE: 05/10/05 15060(93) of the State CEQA Guidelines the activily is not subject to CEQA. Thus, no environmental review is necessary. FISCAL IMPACT The consultant fee to implement the PBID renewal is $58,000, which represents a not to exceed contract amount. Staff has identified $58,500 in the Town Centre IIBayfront Budget to pay for the cost of implementing the PBID renewal. Therefore, no additional appropriations are being requested. AnACHMENTS Exhibit A: Consultant Agreement Exhibit B: Existing PBID Area Map RESOLUTION NO. 2005- AGENCY RESOLUTION APPROVING A CONSULTANT AGREEMENT WITH PROGRESSIVE URBAN MANAGEMENT ASSOCIATES (PUMA) FOR IMPLEMENTATION OF THE RENEWAL OF THE DOWNTOWN PROPERTY-BASED BUSINESS IMPROVEMENT DISTRICT (PBID); AND AUTHORIZING THE CHAIR/MAYOR TO EXECUTE SAID AGREEMENT WHEREAS, the Chula Vista Downtown Property-Based Business Improvement District ("PBID") was formed in 2001 to proactively implement a number of "clean and safe" programs within the downtown core; and WHEREAS, the Downtown Business Association ("DBA"), which administers the day-to- day activities of the PBID, has led the effort in implementing a variety of successful revitalization programs and activities through enhanced funding sources provided for by the PBID; and WHEREAS, the existing PBID was inaugurated for a five-year term, which requires renewal no later than June 2006; and WHEREAS, the DBA seeks to retain the best management practices available to them to help ensure a successful downtown district, and requires the resources made available through a PBID to attain their goals; and WHEREAS, in order to proceed with the PBID renewal, Proposition 218 requires a vote by the affected property owners, following a successful petition campaign for requesting the formation; and WHEREAS, the assistance of a qualified consultant is necessary to facilitate the PBID renewal process; and WHEREAS, in order to identify the best qualified consultant to assist in this process, the City of Chula Vista Redevelopment Agency ("Agency") conducted a formal consultant selection process as mandated by CVMC 92.56.11 O.C; and WHEREAS, based on a formal consultant selection process, PUMA was selected as the consultant firm to lead the PBID renewal effort; and WHEREAS, PUMA was selected due to its extensive knowledge and experience in adopting similar PBIDs throughout the County and abroad, its intimate knowledge of the existing PBID, and its ability to complete the work in a timely manner; and WHEREAS, the Environmental Review Coordinator has reviewed the proposed activity for compliance with the California Environmental Quality Act (CEQA) and has determined that the activity is not a "Project" as defined under Section 15378 of the State CEQA Guidelines; therefore, pursuant to Section 15060(93) of the State CEQA Guidelines the activity is not subject to CEQA. Thus, no environmental review is necessary. 1 NOW THEREFORE BE IT RESOLVED, THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA does hereby: 1. Approve in the form presented the Agreement with Progressive Urban Management Associates (the "Agreement") for implementation of the renewal of the Downtown Property-Based Business Improvement District; and 2. Authorize the Agency Chairman / Mayor of the City of Chula Vista to execute the Agreement, a copy of which shall be kept on file in the Office of the City Clerk, for and on behalf of the Redevelopment Agency of the City of Chula Vista. Presented by Approved as to form by Laurie A. Madigan Director of Community Development ~~~~ J:\AttorneyIJiIlM\PBID Renewal Resolution.doc 2 AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND PROGRESSIVE URBAN MANAGEMENT ASSOCIATES (PUMA) FOR PROPERTY-BASED BUSINESS IMPROVEMENT DISTRIC CONSULTANT SERVICES This agreement ("Agreement"), dated the loth of May of 2005 for the purposes of reference only, and effective as of the date last executed unless another date is otherwise specified in Exhibit A, Paragraph 1 is between the City-related entity as is indicated on Exhibit A, paragraph 2, as such ("City"), whose business form is set forth on Exhibit A, paragraph 3, and the entity indicated on the attached Exhibit A, paragraph 4, as Consultant, whose business form is set forth on Exhibit A, paragraph 5, and whose place of business and telephone numbers are set forth on Exhibit A, paragraph 6 ("Consultant"), and is made with reference to the following facts: Recital!? WHEREAS, the Chula Vista Downtown Property Based Improvement District (PBID) was formed in 2001 to aggressively implement a number of clean and safe neighborhood programs, including 24-hour graffiti removal, enhanced landscape maintenance, and retail recruitment efforts within the downtown Third Avenue district; and WHEREAS, the Chula Vista Downtown Business Association (DBA), which manages the existing PBID, seeks to retain management practices available to them to help ensure a downtown district, and requires the resources made through a PBID to attain their goals; and the best successful available WHEREAS, the State of California provides for the enactment of PBIDs through a Proposition 218 election, which provides critical funding to effectively manage modern business districts that serve businesses, visitors, and residents; and WHEREAS, the existing PBID was inaugurated for a five year term, which requires that the PBID be considered for renewal no later than June 2006; and WHEREAS, the City recognizes the positive benefits of the existing PBID and its funding mechanism for the implementation of revitalization activities within downtown Third Avenue District; and Page 1 WHEREAS, property owners located within the PBID will continue to benefit from the physical and economic improvements that their assessments will assist in funding; and WHEREAS, it is in the City's best interest to hire a Consultant to assist in preparing and implementing a work plan for renewing the PBID within the downtown Third Avenue District; and WHEREAS, to facilitate the PBID renewal process and identify qualified consultants, the City conducted a formal consultant selection process as mandated by CVMC ~2.56.ll0.C; and WHEREAS, based on a formal consultant selection process, PUMA was selected as Consultant due to its extensive knowledge and experience in adopting similar PBIDs throughout the County and abroad, its intimate knowledge of the existing PBID, and its demonstrated ability to complete the work in a timely manner; and WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that it is and can prepare and deliver the services required of Consultant to City within the time frames herein provided all in accordance with the terms and conditions of this Agreement; (End of Recitals. Next Page starts Obligatory Provisions.) Page 2 Obligatory provisions Pages NOW, THEREFORE, BE IT RESOLVED that the City and Consultant do hereby mutually agree as follows: 1. Consultant's Duties A. General Duties Consultant shall perform all of the services described on the attached Exhibit A, Paragraph 7, entitled "General Duties"; and, B. Scope of Work and Schedule In the process of performing and delivering said "General Duties", Consultant shall also perform all of the services described in Exhibit A, Paragraph 8, entitled" Scope of Work and Schedule", not inconsistent with the General Duties, according to, and within the time frames set forth in Exhibit A, Paragraph 8, and deliver to City such Deliverables as are identified in Exhibit A, Paragraph 8, within the time frames set forth therein, time being of the essence of this agreement. The General Duties and the work and deliverables required in the Scope of Work and Schedule shall be herein referred to as the "Defined Services". Failure to complete the Defined Services by the times indicated does not, except at the option of the City, operate to terminate this Agreement. C. Reductions in Scope of Work City may independently, or upon request from Consultant, from time to time reduce the Defined Services to be performed by the Consultant under this Agreement. Upon doing so, City and Consultant agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction in the compensation associated with said reduction. D. Additional Services In addition to performing the Defined Services herein set forth, City may require Consultant to perform additional consulting services related to the Defined Services ("Additional Services"), and upon doing so in writing, if they are within the scope of services offered by Consultant, Consultant shall perform same on a time and materials basis at the rates set forth in the "Rate Schedule" in Exhibit A, Paragraph 11 (C), unless a separate fixed fee is otherwise agreed upon. All compensation for Additional Services shall be paid monthly as billed. Page 3 E. Standard of Care Consultant, in performing any Services under this agreement, whether Defined Services or Additional Services, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. F. Insurance Consultant represents that it and its agents, staff and subconsultants employed by it in connection with the Services required to be rendered, are protected against the risk of loss by the following insurance coverages, in the following categories, and to the limits specified, policies of which are issued by Insurance Companies that have a Best's Rating of "A, Class V" or better, or shall meet with the approval of the City: Statutory Worker's Compensation Insurance and Employer's Liability Insurance coverage in the amount set forth in the attached Exhibit A, Paragraph 9. Commercial General Liability Insurance including Business Automobile Insurance coverage in the amount set forth in Exhibit A, Paragraph 9, combined single limit applied separately to each project away from premises owned or rented by Consultant, which names City as an Additional Insured, and which is primary to any policy which the City may otherwise carry ("Primary Coverage"), and which treats the employees of the City in the same manner as members of the general public ("Cross-liability Coverage") . Errors and Omissions insurance, in the amount set forth in Exhibit A, Paragraph 9, unless Errors and Omissions coverage is included in the General Liability policy. G. Proof of Insurance Coverage. (1) Certificates of Insurance. Consultant shall demonstrate proof of coverage herein required, prior to the commencement of services required under this Agreement, by delivery of Certificates of Insurance demonstrating same, and further indicating that the policies may not be canceled without at least thirty (30) days written notice to the Additional Insured. (2) Policy Endorsements Required. In order to demonstrate the Additional Insured Coverage, Primary Coverage and Cross-liability Coverage required Page 4 under Consultant's Commercial General Liability Insurance Policy, Consultant shall deliver a policy endorsement to the City demonstrating same, which shall be reviewed and approved by the Risk Manager. H. Security for Performance. (1) Performance Bond. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Performance Bond (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Performance Bond"), then Consultant shall provide to the City a performance bond by a surety and in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Performance Bond", in said Paragraph 19, Exhibit A. (2) Letter of Credit. In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Letter of Credit"), then Consultant shall provide to the City an irrevocable letter of credit callable by the City at their unfettered discretion by submitting to the bank a letter, signed by the City Manager, stating that the Consultant is in breach of the terms of this Agreement. The letter of credit shall be issued by a bank, and be in a form and amount satisfactory to the Risk Manager or City Attorney which amount is indicated in the space adjacent to the term, "Letter of Credit", in said Paragraph 19, Exhibit A. (3) Other Security In the event that Exhibit A, at Paragraph 19, indicates the need for Consultant to provide security other than a Performance Bond or a Letter of Credit (indicated by a check mark in the parenthetical space immediately preceding the subparagraph entitled "Other Security"), then Consultant shall provide to the City such other security therein listed in a form and amount satisfactory to the Risk Manager or City Attorney. I. Business License Consultant agrees to obtain a business license from the City and to otherwise comply with Title 5 of the Chula Vista Municipal Code. 2. Duties of the City Page 5 A. Consultation and Cooperation City shall regularly consult the Consultant for the purpose of reviewing the progress of the Defined Services and Schedule therein contained, and to provide direction and guidance to achieve the objectives of this agreement. The City shall permit access to its office facilities, files and records by Consultant throughout the term of the agreement. In addition thereto, City agrees to provide the information, data, items and materials set forth on Exhibit A, Paragraph 10, and with the further understanding that delay in the provision of these materials beyond 30 days after authorization to proceed, shall constitute a basis for the justifiable delay in the Consultant's performance of this agreement. B. Compensation Upon receipt of a properly prepared billing from Consultant submitted to the City periodically as indicated in Exhibit A, Paragraph 18, but in no event more frequently than monthly, on the day of the period indicated in Exhibit A, Paragraph 18, City shall compensate Consultant for all services rendered by Consultant according to the terms and conditions set forth in Exhibit A, Paragraph 11, adjacent to the governing compensation relationship indicated by a "checkmark" next to the appropriate arrangement, subject to the requirements for retention set forth in paragraph 19 of Exhibit A, and shall compensate Consultant for out of pocket expenses as provided in Exhibit A, Paragraph 12. All billings submitted by Consultant shall contain sufficient information as to the propriety of the billing to permit the City to evaluate that the amount due and payable thereunder is proper, and shall specifically contain the City's account number indicated on Exhibit A, Paragraph 18 (C) to be charged upon making such payment. 3. Administration of Contract Each party designates the individuals ("Contract Administrators") indicated on Exhibit A, Paragraph 13, as said party's contract administrator who is authorized by said party to represent them in the routine administration of this agreement. 4. Term. This Agreement shall terminate when the Parties have complied with all executory provisions hereof. Page 6 5. Liquidated Damages The provisions of this section apply if a Liquidated Damages Rate is provided in Exhibit A, Paragraph 14. It is acknowledged by both parties that time is of the essence in the completion of this Agreement. It is difficult to estimate the amount of damages resulting from delay in performance. The parties have used their judgment to arrive at a reasonable amount to compensate for delay. Failure to complete the Defined Services within the allotted time period specified in this Agreement shall result in the following penalty: For each consecutive calendar day in excess of the time specified for the completion of the respective work assignment or Deliverable, the consultant shall pay to the City, or have withheld from monies due, the sum of Liquidated Damages Rate provided in Exhibit A, Paragraph 14 ("Liquidated Damages Rate") . Time extensions for delays beyond the consultant's control, other than delays caused by the City, shall be requested in writing to the City'S Contract Administrator, or designee, prior to the expiration of the specified time. Extensions of time, when granted, will be based upon the effect of delays to the work and will not be granted for delays to minor portions of work unless it can be shown that such delays did or will delay the progress of the work. 6. Financial Interests of Consultant A. Consultant is Designated as an FPPC Filer. If Consultant is designated on Exhibit A, Paragraph 15, as an "FPPC filer", Consultant is deemed to be a "Consultant" for the purposes of the Political Reform Act conflict of interest and disclosure provisions, and shall report economic interests to the City Clerk on the required Statement of Economic Interests in such reporting categories as are specified in Paragraph 15 of Exhibit A, or if none are specified, then as determined by the City Attorney. B. Decline to Participate. Regardless of whether Consultant is designated as an FPPC Filer, Consultant shall not make, or participate in making or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a financial interest other than the compensation promised by this Agreement. Page 7 C. Search to Determine Economic Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant warrants and represents that Consultant has diligently conducted a search and inventory of Consultant's economic interests, as the term is used in the regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant's knowledge, have an economic interest which would conflict with Consultant's duties under this agreement. D. Promise Not to Acquire Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will not acquire, obtain, or assume an economic interest during the term of this Agreement which would constitute a conflict of interest as prohibited by the Fair Political Practices Act. E. Duty to Advise of Conflicting Interests. Regardless of whether Consultant is designated as an FPPC Filer, Consultant further warrants and represents that Consultant will immediately advise the City Attorney of City if Consultant learns of an economic interest of Consultant's which may result in a conflict of interest for the purpose of the Fair Political Practices Act, and regulations promulgated thereunder. F. Specific Warranties Against Economic Interests. Consultant warrants and represents that neither Consultant, nor Consultant's immediate family members, nor Consultant's employees or agents ("Consultant Associates") presently have any interest, directly or indirectly, whatsoever in any property which may be the subject matter of the Defined Services, or in any property within 2 radial miles from the exterior boundaries of any property which may be the subject matter of the Defined Services, ("Prohibited Interest"), other than as listed in Exhibit A, Paragraph 15. Consultant further warrants and represents that no promise of future employment, remuneration, consideration, gratuity or other reward or gain has been made to Consultant or Consultant Associates in connection with Consultant's performance of this Agreement. Consultant promises to advise City of any such promise that may be made during the Term of this Agreement, or for 12 months thereafter. Page 8 Consultant agrees that Consultant Associates shall not acquire any such Prohibited Interest within the Term of this Agreement, or for 12 months after the expiration of this Agreement, except with the written permission of City. Consultant may not conduct or solicit any business for any party to this Agreement, or for any third party which may be in conflict with Consultant's responsibilities under this Agreement, except with the written permission of City. 7. Hold Harmless Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) arising out of or alleged by third parties to be the result of the negligent acts, errors or omissions or the willful misconduct of the Consultant, and Consultant's employees, subcontractors or other persons, agencies or firms for whom Consultant is legally responsible in connection with the execution of the work covered by this Agreement, except only for those claims, damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from, connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant , its employees, agents or officers, or any third party. with respect to losses arising from Consultant's professional errors or omissions, Consultant shall defend, indemnify, protect and hold harmless the City, its elected and appointed officers and employees, from and against all claims for damages, liability, cost and expense (including without limitation attorneys fees) except for those claims arising from the negligence or willful misconduct of City, its officers or employees. Consultant's indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents or employees in defending against such claims, whether the same proceed to judgment or not. Consultant's obligations under this Section shall not be limited by any prior or subsequent declaration by the Consultant. Consultant's obligations under this Section shall survive the termination of this Agreement. Page 9 For those professionals who are required to be licensed by the state (e.g. architects and engineers), the following indemnification provisions should be utilized: 1. Indemnification and Hold Harmless Agreement. With respect to any liability, including but not limited to claims asserted or costs, losses, attorney fees, or payments for injury to any person or property caused or claimed to be caused by the acts or omissions of the Consultant, or Consultant's employees, agents, and officers, arising out of any services performed involving this project, except liability for Professional Services covered under Section X.2, the Consultant agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, or employees from and against all liability. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees which may be in combination with the active or passive negligent acts or omissions of the Consultant, its employees, agents or officers, or any third party. The Consultant's duty to indemnify, protect and hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the Consultant's obligation and duties under Section Exhibit A to this Agreement. 2. Indemnification for Professional Services. As to the Consultant's professional obligation, work or services involving this Project, the Consultant agrees to indemnify, defend and hold harmless the City, its agents, officers and employees from and against any and all liability, claims, costs, and damages, including but not limited to, attorneys fees, losses or payments for injury to any person or property, caused directly or indirectly from the negligent acts, errors or omissions of the Consultant or Consultant's employees, agents or officers; provided, however, that the Consultant's duty to indemnify shall not include any claims or liability arising from the negligence or willful misconduct of the City, its agents, officers and employees. 8. Termination of Agreement for Cause If, through any cause, Consultant shall fail to fulfill in a timely and proper manner Consultant's obligations under this Agreement, or if Consultant shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to Consultant of such termination and specifying the effective date Page 10 thereof at least five (5) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by Consultant shall, at the option of the City, become the property of the City, and Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused City by Consultant's breach. 9. Errors and Omissions In the event that the City Administrator determines that the Consultants' negligence, errors, or omissions in the performance of work under this Agreement has resulted in expense to City greater than would have resulted if there were no such negligence, errors, omissions, Consultant shall reimburse City for any additional expenses incurred by the City. Nothing herein is intended to limit City's rights under other provisions of this agreement. 10. Termination of Agreement for Convenience of City City may terminate this Agreement at any time and for any reason, by giving specific written notice to Consultant of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. In that event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City's sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement except as set forth herein. 11. Assignability The services of Consultant are personal to the City, and Consultant shall not assign ~ny interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of City. City hereby consents to the assignment of the portions of the Defined Services identified in Exhibit A, Paragraph 17 to the subconsultants identified thereat as "Permitted Subconsultants". Page 11 12. Ownership, Publication, Reproduction and Use of Material All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced under this Agreement shall be the sole and exclusive property of City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (except as may be limited by the provisions of the Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. 13. Independent Contractor City is interested only in the results obtained and Consultant shall perform as an independent contractor with sole control of the manner and means of performing the services required under this Agreement. City maintains the right only to reject or accept Consultant's work products. Consultant and any of the Consultant's agents, employees or representatives are, for all purposes under this Agreement, an independent contractor and shall not be deemed to be an employee of City, and none of them shall be entitled to any benefits to which City employees are entitled including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or other leave benefits. Therefore, City will not withhold state or federal income tax, social security tax or any other payroll tax, and Consultant shall be solely responsible for the payment of same and shall hold the City harmless with regard thereto. 14. Administrative Claims Requirements and Procedures No suit or arbitration shall be brought arising out of this agreement, against the City unless a claim has first been presented in writing and filed with the City and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the terms of this Agreement. Page 12 15. Attorney's Fees Should a dispute arising out of this Agreement result in litigation, it is agreed that the prevailing party shall be entitled to a judgment against the other for an amount equal to reasonable attorney's fees and court costs incurred. The "prevailing party" shall be deemed to be the party who is awarded substantially the relief sought. 16. Statement of Costs In the event that Consultant prepares a report or document, or participates in the preparation of a report or document in performing the Defined Services, Consultant shall include, or cause the inclusion of, in said report or document, a statement of the numbers and cost in dollar amounts of all contracts and subcontracts relating to the preparation of the report or document. 17. Miscellaneous A. Consultant not authorized to Represent City Unless specifically authorized in writing by City, Consultant shall have no authority to act as City's agent to bind City to any contractual agreements whatsoever. B. Consultant is Real Estate Broker and/or Salesman If the box on Exhibit A, Paragraph 16 is marked, the Consultant and/or their principals is/are licensed with the State of California or some other state as a licensed real estate broker or salesperson. Otherwise, Consultant represents that neither Consultant, nor their principals are licensed real estate brokers or salespersons. C. Notices All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing. All notices, demands and requests to be sent to any party shall be deemed to have been properly given or served if personally served or deposited in the United States mail, addressed to such party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified herein as the places of business for each of the designated parties. D. Entire Agreement Page 13 This Agreement, together with any other written document referred to or contemplated herein, embody the entire Agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. E. Capacity of Parties Each signatory and party hereto hereby warrants and represents to the other party that it has legal authority and capacity and direction from its principal to enter into this Agreement, and that all resolutions or other actions have been taken so as to enable it to enter into this Agreement. F. Governing Law/Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula Vista. [end of page. next page is signature page.] Page 14 SIGNATURE PAGE TO AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND PROGRESSIVE URBAN MANAGEMENT ASSOCIATES (PUMA) FOR PROPERTY-BASED BUSINESS IMPROVEMENT DISTRIC CONSULTANT SERVICES IN WITNESS WHEREOF, City and Consultant have executed this Agreement thereby indicating that they have read and understood same, and indicate their full and complete consent to its terms: , 2005 City of Chula Vista Dated: by: Steve Padilla, Mayor Attest: Susan Bigelow, City Clerk Approved as to form: Ann Moore, City Attorney Dated: ~...... 28, O~ Progressive Urban Management Associates (PUMA) (X) Exhibit A. ----~, /--------) / L)~}) ~ __J ~ "----- Exhibit List to Agreement "'7 NY"''''')!U).., eJ'p,tr:J lef'r.A..J.if 2V H' Page 15 EXHIBIT A TO AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND PROGRESSIVE URBAN MANAGEMENT ASSOCIATES (PUMA) 1. Effective Date of Agreement: May 10, 2005 2. City-Related Entity: () City of Chula Vista, a municipal chartered corporation of the State of California (X) Redevelopment Agency of the City of Chula Vista, a political subdivision of the State of California () Industrial Development Authority of the City of Chula Vista, a () Other: [insert business form] , a ("City" ) 3. Place of Business for City: City of Chula Vista, 276 Fourth Avenue, Chula Vista, CA 91910 4. Consultant: M. Bradley Segal, President Progressive Urban Management Associates (PUMA) 50 Business Form of Consultant: (X ) Sole Proprietorship ( ) Partnership ( ) Corporation 6. Place of Business, Telephone and Fax Number of Consultant: Progressive Urban Management Associates (PUMA) 1616 Seventeenth Street, Suite 262 Denver, Colorado 80202 p: (303) 628-5554 f: (303) 628-5557 wwwopumaworldhqocom Page 16 7. General Duties: Consultant shall perform duties required to prepare and implement a work plan for renewing the property-based business improvement district (PBID), which is located within the downtown Third Avenue District. Duties shall include providing recommendations for improving the PBID; assessing the inclusion of residential/commercial mixed use properties into the PBID; analyzing the existing PBID budget, and providing recommendations to maintain and enhance the financial capability of the PBID; implement Proposition 218 election requirements; revise PBID by-laws, ordinances, and other documents, as necessary; organize community and property owner outreach; and other related duties. 8. Scope of Work and Schedule: A. Detailed Scope of Work: See Exhibit B B. Date for Commencement of Consultant Services: ( ) Same as Effective Date of Agreement (x) Other: May 3, 2005 C. Dates or Time Limits for Delivery of Deliverables: See Exhibit B D. Date for completion of all Consultant services: May 30, 2006 9. Insurance Requirements: () Statutory Worker's Compensation Insurance (X) Employer's Liability Insurance coverage: $1,000,000. () Commercial General Liability Insurance: $1,000,000. () Errors and Omissions insurance: None Required (included in Commercial General Liability coverage) . (X) Errors and Omissions Insurance: $250,000 (not included in Commercial General Liability coverage) . 10. Materials Required to be Supplied by City to Consultant: Page 17 Under discretion of the Contracts Administrator, any information, data, items, and materials Consultant requests access to for the purposes of achieving the objectives of this Agreement, which are not otherwise privileged or unavailable for disclosure. 11. Compensation: Phased Fixed Fee Arranqement For the performance of each phase or portion of the Defined Services by Consultant as are separately identified below, City shall pay the fixed fee associated with each phase of Services, in the amounts and at the times or milestones or deliverables set forth. Consultant shall not commence Services under any phase, and shall not be entitled to the compensation for a phase, unless City has issued a notice to proceed to Consultant as to said phase. Phase (or Steps) Fee for Each Phase 1 $9,913 2 $8,038 3 $18,964 4 $13,880 5 $7,705 Total $58,500 12. Materials Reimbursement Arrangement None, the compensation includes all costs. 13. Contract Administrators: City: Jim Hare, Deputy Director of Community Development Consultant: M. Bradley Segal, President 14. Liquidated Damages Rate: Not Applicable Page 18 15. Statement of Economic Interests, Consultant Reporting Categories, per Conflict of Interest Code: (X) Not Applicable. Not an FPPC Filer. (X I List "Consultant Associates" interests in real property within 2 radial miles of Project Property, if any: None 16. Consultant is Real Estate Broker and/or Salesman: Not applicable 17. Permitted Subconsultants: Kristen Lowell Inc. Public Finance Solutions 1420 E. Roseville Parkway, Suite 140-342 Roseville, CA 95661 18 Bill Processing: A. Consultant's Billing to be submitted for the following period of time: X) Monthly ) Quarterly ) Other: B. Day of the Period for submission of Consultant's Billing: Xl First of the Month I 15th Day of each Month I End of the Month I Other: C. City's Account Number: RDA 61110 19 Security for Performance Performance Bond, $ Letter of Credit, $ Other Security: Type: Amount: $ ( Xl Retention. If this space is checked, then notwithstanding other provisions to the contrary requiring the payment of compensation to the Consultant sooner, the City shall be entitled to retain, at their option, either the following "Retention Percentage" or Page 19 "Retention Amount" until the City determines that the Retention Release Event, listed below, has occurred: X) Retention Percentage: 10% ) Retention Amount: $ Retention Release Event: Xl Completion of All Consultant Services ) Other: Page 20 EXHIBIT B TO AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA AND PROGRESSIVE URBAN MANAGEMENT ASSOCIATES (PUMA) FOR PROPERTY-BASED BUSINESS IMPROVEMENT DISTRIC CONSULTANT SERVICES Scope of Work Five steps will be undertaken by the Consultant to complete a successful renewal of the Downtown PBID. To provide input, direction and an overall "sense of reality", a PBID Renewal Steering Committee composed of business, property and civic representatives will work with the Consultant through the duration of the project. The Steering Committee will include 10 to 15 members, with representatives from the City and key district businesses and influential property owners. Step 1: District "Pulse" (Target Completion Date: June 30, 2005) 1.1 DBA/PBID Board Workshop: The Consultant will conduct an initial board workshop to orient the board on the renewal process. Key issues to be discussed include options for boundary expansion, work program, assessment method and district term. Prior to the site visit, the Consultant will review the PBID management plan, PBID annual reports, the new Downtown Strategic Plan and any other recent district plans and market analyses. 1.2 Stakeholder Surveys: The Consultant will conduct concurrent surveys to collect information to determine relative stakeholder satisfaction with existing programs and the interest in district expansion. surveys will include: two the PBID The . Existing District: distributed among satisfaction levels for the future. A direct mail survey will be existing ratepayers to determine with existing services and priorities . Expansion Area: The second direct mail survey is designed 1 to educate prospective new identify priorities and assessments. ratepayers on the PBID concept, determine the appetite for For both surveys, the Consultant will design, tabulate and interpret the survey, and rely on the DBA and/or City to copy and mail it to property owners. 1.3 Database Refinement: The DBA will refine its comprehensive property database from available information at the City, County and other existing sources. The Consultant will use this database for a variety of uses, including periodic mailings to property owners, source data for assessment scenarios and tracking for the PBID petition and 218 ballot campaigns. The DBA will manage the database, and the Consultant will crosscheck data and reformat as necessary. Step 2: Identify Stakeholder Priorities (Target Completion Date: September 30, 2005) 2.1 Stakeholder Focus Groups or "Roundtables": The Consultant will conduct a series of up to four (4) focus groups with selected business district stakeholders in the existing district and the proposed expansion areas. Each focus group will contain from 8 to 15 participants. The focus groups will aim to identify priorities for specific PBID services, pros and cons of the existing PBID, and the willingness of stakeholders to support renewal and/or expansion. The PBID Steering Committee will identify focus group participants. It will be the responsibility of Steering Committee members to ensure that invited participants attend the focus groups. Following the focus groups, the Consultant will de-brief the PBID Steering Committee and discuss preliminary findings and recommendations. 2.2 One-On-One Meetings: The Consultant will convene one-on-one meetings with key property and business owners as needed through the first three steps of the PBID renewal process. Up to 20 meetings are budgeted. 2.3 Base Level of Services: The Consultant will the City and DBA to provide model base agreements from other cities, assist in participate in the process as requested. work closely with level of service negotiations and 2 Step 3: Plan Development and Review (Target Completion Date: October 31, 2005) 3.1 Draft PBID Management Plan: Based upon the stakeholder priorities identified in Steps 1 and 2, Consultant will compile the first draft of a new PBID Management Plan. The plan format is designed to comply with AB3754 and Proposition 218, plus be utilized as a user-friendly educational tool for property and business owners. The PBID Management Plan will include the following components: . Management plan summary; . District rationale and objectives; . Overview of PBIDs and track record of the Downtown Chula Vista PBID; . Recommended district boundaries; . Service plan options with first year budget and five-year projection; . Recommended assessment methodology; . Governance and service delivery structure; . City participation issues; . District rules and regulations; . Exhibits required by AB3754, including a district parcel map and list of properties to be benefited. Consultant will forward the preliminary Management Plan to the PBID Steering Committee for its review in advance of a subsequent site visit for Plan Review Workshops. 3.2 Engineer's Report: Consultant will present recommended assessment options, which will be evaluated by a certified engineer to test their utility in spreading benefits and providing overall fairness. The Engineer's Report is a requirement of California's Proposition 218. 3.3 Legal Review: Consultant will present the preliminary Management Plan to legal counsel for review to insure that it is in compliance with AB3754 and Proposition 218. 3.4 Plan Review Workshops: The Consultant will present the options and recommendations from the preliminary Management Plan to district stakeholders through a series of up to three (3) workshops and/or group meetings. Participants from Step 2 focus groups, direct mail surveys and other outreach will be encouraged to attend the workshops. The intent of the workshops is to obtain stakeholder input prior to completion of the Management Plan. 3.5 Final Legal Review: Consultant will present the Management 3 Plan to legal counsel for final review. Consultant will initiate preparations for the property owner petition drive, including review of the draft petition and petition collection procedure. 3.6 Final Plan: Based upon the stakeholder and legal review of the preliminary Management Plan, the Consultant will incorporate revisions and prepare a final Downtown Chula Vista PBID Management Plan. Step 4: Petition Preparation (Target Completion Date: January 6, 2006) 4.1 Database Verification/Refinement for Campaign: To prepare for the property owner petition drive, the Consultant will refine the database to prepare property data sheets profiling each property owner. The data sheet will then be mailed to each property owner along with the PBID petition allowing for protests on the validity of the data. An arrangement with the City will be made to facilitate site inspections for property owners that choose to appeal. Database parameters will also be expanded to include percentage of influence on petition drive, support inclination and other information useful for the petition drive. 4.2 Petition/Public Hearing Preparation Communications Strategy: In concert with the PBID Steering Committee, the Consultant will prepare a communications strategy that identifies petition campaign and public relations strategies, marketing tactics, and roles and responsibilities for communicating the benefits of the PBID. 4.3 Campaign Coaching/Classify Support Inclinations: The Consultant, working in concert with the DBA staff, will provide coaching and training to the Steering Committee, which will now evolve into a Property Owner sales team, charged with obtaining signatures. Sector captains will be appointed to oversee campaign activities within specific areas and/or benefit zones. The committee will help staff to classify inclinations of support or opposition from all property owners. 4.4 PBID Newsletter: The Consultant will prepare a summary newsletter that communicates the parameters and benefits of the PBID. The newsletter will summarize the management plan and will be distributed with petitions. 4.5 Draft Petition/City Review: Consultant will present to the 4 City for review, a draft petition for the PBID. Legal counsel will work with the City and DBA staff behind-the-scenes to keep the process on track. 4.6 petition Packaging and Distribution: The actual petition package for property owners will consist of several items, including a summary of the PBID Management Plan, petition, newsletter and property owner data sheet with estimated assessments. The Consultant will work with the City and the DBA to ensure that these materials are assembled and prepared properly. Step 5: Campaign/Ballots/RDA/City Council (May 30, 2006) 5.1 Campaign Procedures/Trouble-Shooting: The Consultant will monitor the petition drive and Council approval process to ensure compliance with legal and procedural steps. These activities will include tracking support, monitoring sales assignments for property owners, trouble-shooting technical, political and strategic issues that might arise and developing strategies for approval of the PBID. 5.2 218 Ballots: Following the submission of petitions to the Council, the Consultant will assist the DBA and the City to complete the required 218 ballot process. 5.3 City Council Hearings: Upon the completion of a successful petition drive, the Consultant will be available to participate in public hearings establishing the renewed PBID. 5 Exhibit B LEGEND /\ .... Downtown Improvement District .. v (DID) D Town Centre I Redevelopment Area L Parcels Property Based Improvement District _ Third Av Enhanced Services _ District-Wide Boundary ~!ft- iWff 01Y(lf OUA VBSrA , + Downtown Chula Vista o r:/projeolsloomdevlbidltc1pbid.apr 500 500 F t , ~{~ :-- ~ ------ - - - -- - -- Mayor and City Gouncil City Of Chula Vista 276 Fourth Avenue Chula Vista. Ca 91910 619.691.5044 - 619.476.5379 Fax MEMO cnv OF CHUlA VISTA Monday, May 02, 2005 FROM: The Honorable Mayor & City Council Natalie D. Flore~~ -..' b F=..oI l.~, 'To: RE: Councilmember Patty Davis will be in Washington, D.C. on Tuesday, May 10, 2005 and has directed that I prepare a memo requesting an excused absence from the Council Meeting that evening. Cc: City Manager City Attorney City Clerk 2-1